8-K

                                                       Total Number of Pages:  3
                                                                              --



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-K


                                 CURRENT REPORT



     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report:  November 24, 1998


                        Commission File Number:  0-23289


================================================================================


                                HYBRID NETWORKS, INC.

             (Exact name of Registrant as specified in its Charter)


         DELAWARE                                            77-0252931
(State of Incorporation)                                 (I.R.S. Employer
                                                        Identification No.)


                            6409 Guadalupe Mines Road  
                           San Jose, California, 95120
                    (Address of principal executive offices)


                                (408) 323-6500
                        (Registrant's telephone number)



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On November 24, 1998, Arthur Andersen LLP ("AA") resigned as the 
independent public accountants of Hybrid Networks, Inc. (the "Company"). 
In August 1998, the Company had engaged AA as the Company's independent 
public accountants to audit the financial statements of the Company as of 
December 31, 1997.

AA informed the Company's management and the audit committee of the 
Company's board of directors that, in AA's view, material weaknesses 
existed in the Company's internal controls of a nature that prevented AA 
from being able to form an opinion on the Company's conclusions as to the 
appropriate timing and amount of revenue recognition for the purposes of 
the Company's financial statements for the year ended December 31, 1997.

During the course of its work, AA had notified the Company and 
discussed with the audit committee AA's conclusion that (i) it needed to 
expand significantly the scope of its audit, which it did with the 
approval and cooperation of the Company, its board of directors and the 
audit committee, and (ii) while AA did not complete an audit of any 
financial statements of the Company, the 1997 financial statements 
included in the Company's Form 10-K filed with the Securities and 
Exchange Commission were materially misstated.  There were no 
disagreements between AA and the Company on any matter of the Company's 
accounting principles or practices, financial statement disclosure or 
auditing scope or procedure.

The Company intends to restate its financial statements pursuant to 
its internal review and has taken steps to engage another independent 
public accountant to complete the audit of its financial statements in 
the near future.  The Company has authorized AA to respond fully to 
inquiries of the successor accountants concerning all matters relating to 
the Company and its financial statements.

ITEM 5. OTHER EVENTS

        Hybrid Networks, Inc. Issued the following press release. 

NASDAQ DELISTS HYBRID NETWORKS SECURITIES

San Jose, Calif., December 1, 1998 - Hybrid Networks, Inc. (NASDAQ:
HYBRE - news) announced today that the company's securities will be
delisted from the Nasdaq Stock Market effective with the close of
business December 1, 1998.

Hybrid said it will re-apply for listing on Nasdaq once the company 
has re-audited financial statements available and has satisfied all other 
listing requirements.  The company noted that there can be no assurance 
that the application will be accepted. 

Hybrid Networks, Inc., based in San Jose, California, is a 
broadband access equipment company that designs, develops, manufactures 
and markets cable and wireless systems that provide high speed access to 
the Internet and corporate intranets for both businesses and consumers. 
Hybrid's customers include cable operators, broadband wireless systems 
operators, Internet Service Providers, resellers and other businesses.

                                      # # #




ITEM 7. EXHIBITS.

16.1    Letter From Arthur Andersen LLP.






                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    HYBRID NETWORKS, INC.

Dated:  December 2, 1998

                                    /s/  Carl S. Ledbetter
                                    -----------------------
                                         Carl S. Ledbetter
                                         Chairman and Chief Executive Officer

EX-16.1

                                                                   Exhibit 16.1




December 2, 1998



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated December 2, 1998 of 
Hybrid Networks, Inc. to be filed with the Securities and Exchange 
Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP





cc:     Mr. Judson Goldsmith, CFO, Hybrid Networks, Inc.